Governance and Nominating Committee Charter
Governance and Nominating Committee is appointed by the Board of
Directors to assist the Board by (1) recommending to the Board
corporate governance principles for the Company and (2) identifying
qualified candidates for membership on the Board, proposing to the
Board a slate of directors for election by the stockholders at each
annual meeting, and proposing to the Board candidates to fill
vacancies on the Board.
The Governance and Nominating
Committee has the authority and responsibilities described in this
Charter. This Charter has been adopted by the Board of Directors.
The Governance and Nominating Committee will review and reassess the
adequacy of this Charter annually and recommend any proposed changes
to the Board for approval.
Governance and Nominating Committee will be comprised of at least
two directors who shall meet the independence requirements
established by the New York Stock Exchange. The members of the
Governance and Nominating Committee will be appointed and replaced
by the Board.
Committee Authority and
- The Committee will recommend to the Board corporate governance
principles and guidelines for the Company. The Committee will
review and reassess the adequacy of the corporate governance
principles and guidelines on an annual basis and recommend any
proposed changes to the Board for approval.
- The Committee will coordinate an annual self-evaluation by the
directors of the Board's performance. The Committee will receive
comments from all directors with respect to the self-evaluation
which will be discussed with the full Board on an annual
- The Committee will consider the appropriate skills and
characteristics required of Board members, including background,
board skill needs, diversity and business experience, and
recommend qualified candidates to the Board.
- The Committee will have authority to retain any search firm
used to identify director candidates, including sole authority to
approve the search firm's fees and other retention terms. The
Committee will also have authority to obtain advice and assistance
from internal or external legal, accounting or other
- The Committee will make regular reports to the Board.
- The Committee will annually review its own